


Holding Back

by explosionshark



Category: Life Is Strange (Video Game)
Genre: Background Amberpricefield, F/F, Fluff, Mutual Pining
Language: English
Status: Completed
Published: 2018-02-09
Updated: 2018-02-09
Packaged: 2019-03-15 23:56:51
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,481
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/13624182
Author URL: https://archiveofourown.org/users/explosionshark/pseuds/explosionshark
Summary: “A cute girl who you’ve been crushing on likefor-ev-erlied about not knowing how to use a vending machine so that you would teach her.”“Yeah,” Max says grumpily.“Max,” Fernando tries again, exasperated. “Why would a girl do that?”---Rachel flirts. Max flounders.





	Holding Back

**Author's Note:**

  * For [fairymascot](https://archiveofourown.org/users/fairymascot/gifts).



> A Max/Rachel fic for the inimitable [fairymascot](http://fairymascot.tumblr.com/)!
> 
> This one was a lot of fun. I think of this as a less angsty version of my HTLH-verse w/ holdsteady, but you certainly don't have to have read that. Although if you like this, I think you'd wanna check out my other Amberpricefield longfic series.
> 
> Title from the song by Surf Dads

“What? Rachel, really?”

Rachel shrugs, palms up, smiling sheepishly. The gesture’s full of good humor, but Max can’t help but feel a little bad for doubting her. It wasn’t even doubt, really, so much as knee-jerk disbelief because, well…up until pretty much right this moment Max wouldn’t have guessed there was something she knew that Rachel didn’t.

“Uh, okay,” Max nods, straightening her shoulders. She accepts the money Rachel offers and shuffles closer, gesturing as she speaks. “So. Um, first you figure out what you want. The numbers on the little racks are what you’re gonna punch in on the keypad once you feed in your money. Like this.”

Max feels a little silly explaining all the ins and outs of vending machine operation to Rachel. It’s hard not to feel like she’s being condescending as she narrates the process, but Rachel nods along, watching intently as Max instructs her. Max marvels at her ability to be so nonchalant while Max remains a ball of tightly-wound nerves and self-consciousness.

“Okay! I think I got it,” Rachel says brightly, once the process is complete and her chosen snack finally falls through the chute at the bottom of the machine. Max bends at the waist to grab it for her, face flushing when Rachel’s hand falls to the small of her back, right where her shirt had ridden up. Skin to skin. Unexpectedly intimate. “Let’s go for one more.”

“But you’ve already got your chips,” Max says, blushing when her voice comes out weak and uneven.

“I know, but I wanna make sure I can do it right on my own next time. Here, you should pick. It’ll be your reward for helping me without making fun of me.”

“Rachel, you don’t have to do that…”

“Max,” Rachel says, voice sweet and thick, honey over warm dessert. “C’mon.”

It’s not the most compelling argument Rachel’s ever made, but Max finds herself nodding dumbly anyway, sliding over to let Rachel take her place. She doesn’t get too far before Rachel grabs her wrist, keeping her close. “Like this?”

They go through the process one more time. Max ends up in front of Rachel again somehow, with Rachel leaning over her, long blonde hair falling across Max’s shoulder. It’s so distracting that when it’s time for Max to pick what she wants from the vending machine she chokes and asks for a cheeseburger.

It’s mortifying but Rachel just laughs, pulling Max back into her body in a hug and asks her to “get serious, dork.”

Ten minutes later finds them sitting side by side on a bench in the Blackwell courtyard, sitting close enough for their shoulders to brush. Max has never seen anyone eat a bag of Doritos so daintily, and it makes her overly aware of everything she’s doing herself. That’s probably why it takes her a half hour to get through a snack-sized bag of Cheetos.

Rachel doesn’t seem to mind, content to stay and chatter on about her day, the classes they share, their upcoming weekend plans with Chloe. Rachel never minds when Max is quiet, or awkward, or even when she catches Max zoning out in the middle of one of their conversations. 

“Thanks, Max,” Rachel says sincerely, standing up to pull Max into a warm hug before they part.

The sudden closeness, the gentle pressure of Rachel’s hand running up and down Max’s spine leaves Max’s breath catching in her throat, thoughts sputtering to a halt in her brain. It takes a second for Max to snap back into herself enough to return the hug, and she’s blushing by the time they pull away, though Rachel either doesn’t notice or is too polite to react.

“No problem,” Max says, grateful at least that her voice is steady. 

Rachel offers her another brilliant smile, one that fills Max’s whole body up with something soft and fluttery, and heads off toward the parking lot. She’s meeting some friends for a study group.

Max watches her go. It hits her then, when she catches herself still smiling long after Rachel’s rounded the corner and disappeared, that this crush is probably getting a little out of hand.

x.x.x

“Max. No.”

It’s not the reaction she’d expected to hear.

“What?” she finds herself asking, defensiveness creeping into her tone.

The picture of on her laptop screen pixelates briefly, and then refreshes, sharper. She wishes Blackwell had better wifi. Sound quality has been consistently good, at least, because Fernando and Kristen’s combined laughter is almost as vivid through her headphones as it is in real life.

She’d just finished telling her friends about her encounter with Rachel earlier. The longer she’d thought about it, the cuter it seemed and she’d wanted a chance to brag. The fact that Rachel, who seemed so put together and so experienced and so _capable_ on every other level didn’t know how to operate a vending machine was oddly adorable. As was her eagerness to learn from Max, the complete lack of ego in asking.

She’d considered calling Chloe, making an excuse to come over, but had ruled that out pretty quickly. Chloe, she knew, wouldn’t hesitate to use the story to tease Rachel, which made the thought of telling her feel too much like a violation of Rachel’s trust. And if telling Chloe was unfair, so would be telling anyone else at Blackwell.

Which made Fernando and Kristen seem like a safe choice. They knew of Rachel, from Max’s stories, and from the small handful of times they’d spoken to her during one of these video calls home, but it wasn’t like they had a relationship with her. She doesn’t think Rachel would be mad at her for telling them. Besides, as much as they loved gossip about all her Arcadia Bay friends, distance and good sense kept them discreet.

Still, she expected their agreement in this. Maybe a little disbelief at the silliness of it all, but not this exasperated rejection of her account.

“You can’t _honestly_ believe that a real eighteen-year-old human that didn’t grow up in like— like a cave or something, wouldn’t know how to use a vending machine,” Kristen manages, shoving Fernando out of frame with a pillow to quiet his laughter. “ _Max._ ”

It’s not that Max hadn’t also considered this, but what sense does it make for Rachel to _lie?_

“Her family’s, like, way rich,” Max finds herself saying, though she’s losing confidence even as she speaks, no longer sure who she’s trying to convince. “People like that don’t eat out of vending machines.”

“Max, are there vending machines on campus?” Fernando asks, having finally composed himself.

“Yes…”

“And Rachel’s been at Blackwell for how long?”

Max feels her face flush hot. “Three years.”

“She’s fucking with you, dude.”

The obviousness of it kind of stings worse than anything else. Oh lord, and her friends had seen right through it. Worse, they’d had to convince dumb, gullible Max that her crush was messing with her head.

Max groans, flopping over onto her back dramatically, not caring if it means she’s out of view of her webcam. She feels restless and frustrated, the butterflies in her stomach sinking like lead. “Why would she _do_ that though? Like, how is that funny?”

“Uh, I don’t think she did it as a prank or whatever,” Kristen starts and that’s _too_ much.

Max shoots upright, nearly knocking her laptop off the bed in the process. She scrambles to save it, ignoring the resulting snickering from her friends as she flails, and settles the computer back on her thighs. She doesn’t let the scramble break her momentum, leveling a nakedly bewildered look that hopefully communicates how completely incomprehensible this whole situation is to her.

“Okay, Max, Max,” Fernando starts, shushing Kristen good-naturedly when she tries to interrupt. When he speaks it’s slow and plain, like he’s talking to a child. “Let’s think this one through. Okay?”

He sounds _way_ too smug and she kind of hates it, but her interest is piqued and he seems to be waiting for her to acknowledge him before he moves on, so she nods.

“A cute girl who you’ve been crushing on like _for-ev-er_ lied about not knowing how to use a vending machine so that you would teach her,” Fernando says and then stares expectantly at her, as if it was some sort of revelation and not just a summary of their conversation.

“Yeah,” Max says grumpily.

Fernando mimics her exasperated, incredulous look from earlier, eyebrows raised, palms open and outstretched to the camera. Max shrugs, and mockingly returns the gesture.

“ _Max_ ,” Fernando tries again. “Why would a girl do that?”

“You said it yourself!” Max can’t keep her annoyance out of her voice now, tired of having her nose rubbed in it. “She’s fucking with me. And—”

Kristen cuts in, probably reading the rising tension in Max’s shoulders. “Max she’s got a crush on you.”

“--And I _don’t get_ why she’d do that because it’s not like anyone else was even there to see me act like a— wait, what? No.”

“She totally _does_ , dude—”

“That makes no sense,” Max protests, frustrated with how her heart’s racing anyway. It’s kind of pathetic how bad she wants it to be true, but that’s exactly why she shouldn’t let herself get carried away. What do Fernando and Kristen know anyway? “This is _Rachel Amber_ we’re talking about.”

“So?”

“And I’m me!”

“Yeah! You’re awesome,” Fernando butts in, and it’s sweet but totally missing the point.

“She’s like the most popular girl at school. And the most beautiful. And she’s totally confident, like, she gets along with _everybody,_ there’s no way she’s into—”

“There’s _no_ way she’d be into a sweet, earnest, frankly cute-as-a-button super talented _artist_ with _mad adorable_ freckles and a killer smile?”

Cute. _Adorable_. This is exactly the problem.

Max is entirely too aware that this is all she’s bringing to the table. Rachel’s fond of her, she doesn’t doubt that; she’s spent too much time curled up against Rachel’s side at the skate park, letting Rachel gently apply her makeup before a party, sharing soft smiles in low lamplight on long nights of studying not to believe it. Max is no stranger to the warmth of Rahel’s affection.

But that’s all it is: affection. Like you’d have for your dweeby best friend or a cocker spaniel puppy. 

There’s no way that Rachel’s looking for _cute_ and _adorable._ Not when she could get so much more somewhere else.

“Guys, Rachel could have anyone she wants at this school,” and outside of it, for that matter. Max is pretty sure that everyone in Arcadia Bay’s at least a little bit in love with her. 

“And she wants _you_ , dingus, so why aren’t you happy about it?”

“You’re reading too much into it,” Max insists, still frustrated by how much she wants to believe it.

“And you’re being dense,” Fernando fires back, rolling his eyes.

“Look, Max, I know you like to pretend that there’s no way either of your super hot best friends could possibly be into you because it’s less scary than putting yourself out there,” Kristen says bluntly. “But just _think_ about it, okay? For our sakes if not yours. All this UST has been nice and all, but we’re dying for a resolution sometime.”

Max isn’t even going to _touch_ that ‘either’ comment.

“I’ll catch you guys later,” Max says, instead of responding to any of Kristen’s incredibly loaded assessment. This whole thing is starting to give her a headache. “I need to grab some dinner.”

Kristen frowns but doesn’t fight her. “Okay. Don’t be mad, Max.”

“I’m not,” Max says, glad to find herself not lying. She knows they mean well but it’s _a lot_ to think about and she needs some peace and quiet to puzzle this out on her own.

“Promise?”

“Yeah. I’ll call you guys again Friday, okay?”

“Okay. Bye Max!”

“Bye Max!”

Max eases the lid of her laptop closed as soon as the call ends, and lets herself fall back onto the bed again.

Way, _way_ out of hand.

x.x.x

Max has been in a weird mood since last night, unable to get her conversation with Fernando and Kristen out of her head. 

Chloe’s definitely picked up on it, because she’s been atypically quiet all evening, allowing a comfortable silence to settle between them, not pushing for a confrontation. It’s a skill she didn’t have when she was younger, so Max knows it must have been something she picked up from Rachel. The understanding ties a weird, but not bad, knot in her stomach.

“Chloe,” Max probably should have waited until her thoughts were clearer to start this conversation, because now that she’s spoken she realizes she doesn’t know what to say next. But it’s hard to feel too much like it was a mistake when Chloe’s eyes meet hers, expression soft and open. Waiting.

“Max,” Chloe says, finally, after its clear that Max isn’t going to continue unprompted.

“Yeah?” Max asks, and it’s transparently just to buy time, because she’s still trying to figure out what she even wants to ask.

“What gives?” Chloe asks, a little firmer this time, gently nudging Max’s knee with the toe of her shoe. 

“Rachel did something weird yesterday,” Max says, which feels all at once too dramatic and too vague.

Chloe’s expression goes from expectant to something closed-off, harder to read. But she doesn’t look mad, at least. She gestures for Max to continue.

“She, like, faked that she didn’t know how to use a vending machine?” Max says, feeling herself start to blush at repeating it out loud. “Anyway, I bought it. Well, I didn’t actually buy any— she paid. But I mean, she asked me to teach her how and I did. Or I thought I did.”

Chloe’s stony expression crumbles into laughter. “What?”

“Right?” Max says, feeling only gentle amusement from Chloe’s response and allowing herself to laugh back. “Like, why would she do that?”

Chloe’s smile goes a little tighter, but the shrug she offers is relaxed. It seems at odds with the crypticness of her reply. “You know what Rachel’s like.”

“I guess she was just messing with me,” Max says, too nervous to bring up Kristen and Fernando’s theory directly.

Chloe shrugs again and Max needs to be close to her, suddenly. She crawls down from Chloe’s bed and lies next to her on the floor, shifting some debris out of the way when the jewel case of a CD digs into her shoulder. She mimics Chloe’s pose, resting her legs on the mattress in front of them and staring up at the ceiling.

Chloe’s wearing a tanktop and Max’s sleeves are short, so their arms are pressed skin-to-skin against each other between them. Chloe breathes slow and even next to her, and Max lets herself relax.

“Did she ever do anything like that with you?” Max asks, not sure if she wants Chloe to pick up on the subtext of the question or not.

Regardless, the deep sigh Chloe releases before answering seems to suggest she understood. “Not _quite_ that way, I guess.”

Max is startled to realize she’s disappointed by the answer.

Rachel and Chloe aren’t _dating_ , exactly.

But they also aren’t _not_ dating.

The concept is more confusing in words than it is in feelings. The whole arrangement used to leave Max a little jealous. Insecure. But the more time she’d spent with both of them, the more it just felt natural. 

“I mean, early on, she found out I could skate, right?” Chloe says. Max lets her head fall to the side to watch as she speaks, but Chloe’s gaze is fixed on the ceiling still. “So, she says she skates too, but she’s not very good and could I help her practice.”

“Right,” Max nods.

“So, I’m like ‘yeah, of course’ and we make plans and we start going out to some of the spots I like. But, she keeps forgetting to act like she’s bad at it. Like, sometimes we’d just be out there and it’s like she’d catch herself and suddenly get way sloppier.”

“Oh.”

“Yeah,” Chloe shrugs, finally turning her head to look at Max. There’s something heavy in the way she searches Max’s face. “I never called her out on it, though. So I never got to find out why she faked in the first place. Just flirting, I guess.”

_Flirting._

Max feels herself go beet-red and suddenly wishes her face wasn’t so close to Chloe’s. “Oh. Okay.”

Chloe watches her for a moment longer, eyes half-lidded, bottom lip drawn into her mouth. The moment hangs, heavy, and then breaks when Chloe’s phone buzzes on the desk. Suddenly she’s up, taking a wobbly step over Max’s body and answering the call.

“Speak of the devil,” Chloe quips after she hangs up, perching on the bed and staring down at Max on the floor. She looks even taller than usual, way up there.

“What does Rachel want?” Max asks, withdrawing her feet and pushing herself into a sitting position after Chloe absently tweaks a toe through her sock.

“Baby,” Chloe grumbles, clearly annoyed that Max had ended her reign of tickling terror before it could begin in earnest. She shifts, letting her head tip to the side and finally answering, “A ride. I guess dinner at Mr. Keaton’s is wrapping up and she already used us as an excuse to get out of riding back with the rest of the club.”

Max nods, slow, pushing back the rising plume of nervousness in her stomach. It’s just Rachel. It’s just Chloe.

“You up for it?” Chloe asks, offering a hand and pulling Max to her feet when she accepts. “I can drop you off at Blackwell on the way, if you want.”

“It’s cool,” Max says. “I’ll come with.”

Chloe smiles, slow and sincere, and pushes Max’s hair back from her face, pads of her fingers gliding against Max’s skin almost too light to feel. “Cool.”

x.x.x

Rachel’s not alone when Max and Chloe pull up to the curb outside of Mr. Keaton’s house. Max scoots over to the middle seat, unable to stop from blushing when Chloe throws an arm across her shoulders to accommodate her closeness. It’s not that she’s not used to this kind of casual closeness, but it feels different when Dana piles into the space Max vacated, catching Max’s eye with a grin and a wink.

Rachel slides in next, slamming the door shut a little too hard. Max feels Chloe’s wince, reaches out absently to pat her knee in sympathy.

“Oops,” Rachel laughs and stretches her body across the cab, leaning across Max’s body so close that Max can smell the perfume on her neck, and presses a chaste kiss to Chloe’s cheek by way of apology. “My bad.”

On her way back, she drops another kiss on Max’s temple. Then Dana pouts playfully and Rachel kisses her too, right on the forehead and does a little shimmy in her lap, and Max finds herself blushing harder than she did when Chloe put an arm around her moments ago. “C’mon, let’s get out of here before Keaton remembers another anecdote about his college theater troupe and tracks us down out here. Don’t get me wrong, he’s my favorite teacher but the man can _talk.”_

“If I get pulled over, you’re paying for the ticket,” Chloe grumbles. Then, brighter, “Hey, Dana.”

“Hey Chloe,” Dana chirps, arms tightening around Rachel’s waist through a turn Chloe takes a little too fast. “Thanks for the ride.”

“No problem. Where to?”

“Justin’s house. His parents are in Florida ‘til Sunday, so he’s been house sitting. Trevor’s there right now, we’re just gonna hang but he wanted me to invite you.”

“Oh yeah, I think he texted me,” Chloe says. “Max?”

It takes her a moment too long to answer, still staring at Rachel in Dana’s lap and trying to figure out what exactly the feeling in the pit of her stomach actually is. “Oh. Uh, sure.”

“Awesome,” Dana says, cuddling Rachel back into her happily and Max knows with sudden clarity that it’s _jealousy._

It’s completely stupid, irrational, unfounded jealousy. Max sighs, relaxing further into Chloe’s side and letting her eyes drift shut.

She’s gotta talk to Rachel.

Max is relieved when they get to the house to find that it will just be the four of them with Justin and Trevor. They’re nice enough guys and Max is pretty comfortable with them at this point and she knows what to expect from a night spent with them. She doesn’t think she could handle the rambunctiousness of a larger group tonight, not when she’s so wrapped up in her own private drama.

The living room of Justin’s parents’ home is spacious, but not particularly welcoming. Decorated more for entertaining his parents’ friends, Max assumes. They end up crowding into a smaller room off the main hall that’s much homier. Books, a big couch, and a handful of game consoles all hooked up to a television that takes up most of one wall.

The couch won’t fit everyone. Max walks right past it, spotting a bean bag in the corner and dragging it up to the group. She takes half a moment too long to sit down and Rachel slides into place, waggling her eyebrows playfully when Max catches her.

Max sighs in mock annoyance and makes to grab another seat from the corner, but Rachel catches her by the wrist and tugs her down and then she’s sitting between Rachel’s knees, leaned back into her, feeling Rachel’s breath and laughter against her ear.

“Hey,” Rachel says, tone soft, smile all teeth, when she eases Max’s head back to look into her eyes. It’s a bit of a strain on her neck at first, but Max relaxes into the hold, feeling her heart rate pick up as Rachel brushes back strands of hair away from her face. 

“Hey,” Max whispers back. She wonders if Rachel can read on her face how much she wants to kiss her.

The others quickly become engrossed in a boisterous game of Mario Kart. The competition between Chloe, Justin, and Trevor is fierce. Eventually Dana gets involved as well, proving herself a surprisingly capable competitor for someone who claims to have never played the game. Rachel and Max are offered a turn once, but after taking way too embarrassingly long to decline that first time they get left out of rotation.

In Max’s defense, it’s hard to concentrate on anything else when Rachel Amber’s draped all over you, speaking low into your ear, trailing her fingers up and down your arms, the hem of your shirt, through the belt loops on your jeans. Rachel talks about her day, recapping her dinner with the drama club, going off on tangents that are always funny or interesting, even if at times they can feel barely related.

Max likes listening to her. Rachel’s voice is so expressive, she never really stutters or gets flustered, and she never seems to mind when Max only nods along without offering her own commentary. There’s room for Max to interject, of course, and Rachel’s never annoyed to be interrupted, but when she gets going like this Max can never bring herself to butt in. It’s like listening to a sexy audiobook but it’s all short stories about who’s being a cunt over not getting the role they wanted in this semester’s production of _Our Town_. 

There’s something distinctly different about the way Rachel’s holding her now, compared to the easy closeness Rachel and Dana had shared in the truck. Max knows she can’t be imagining it.

She also knows she can’t take much more of it, like this. She feels like a soda can, all shaken up. That tension’s got to go somewhere.

“I’m gonna go get a slushie,” Max declares, remembering the convenience store they’d passed on the way here. Just a few streets away. She could use the walk to cool off. “Do you guys want anything?”

A chorus of requests goes up all around the room. Chips, sodas, candy. Chloe asks if she needs a ride.

“It’s not far,” Max says and Chloe frowns.

“I’ll go with her,” Rachel volunteers, gently urging Max up and off of her lap.

They’re about halfway to the store before Max gets sick of waiting and finally asks, “So, you totally already knew how vending machines worked, didn’t you?”

Rachel at least has the decency to look embarrassed. Max can count on one hand the number of times she’s made the other girl blush. It never stops being surreal. “Guilty.”

Max finds herself laughing, part relief, part the thrill of Chloe’s speculation being confirmed. _Just flirting, I guess._ “Rachel! Why?”

“I don’t know!” Rachel laughs with her, but won’t meet Max’s eyes. She tucks a strand of hair behind her ear, uncharacteristically bashful. “I just… You were really cute about it.”

“Rachel,” Max groans, frustration catching up with her. She’s hovering on the edge of disappointment, hyper-aware of the fact that there are a million ways to make a fool out of herself in this conversation. What if she’d read it wrong? What if she’s totally overreacting? What if she freaks Rachel out?

But it’s just too frustrating to let it slide again.

Besides, Fernando and Kristen would never let her live it down, if she told them she came this far and then wussed out.

“What?” Rachel asks, genuine worry painting her voice. She lays a tentative hand on Max’s shoulder, and pulls them both to a stop.

“You can’t,” Max pauses for a deep breath and steels herself, “you can’t keep flirting with me like this. Not if you don’t mean it.”

Rachel goes quiet, but doesn’t draw back her hand. She’s looking Max in the eye now, at least. “Do you want me to mean it?”

This is it.

Max’s heart is in her throat. She swallows hard, studying Rachel’s face; she looks hopeful and young all lit by street lamps.

“Max,” Rachel prompts again, her grip tightening on Max’s shoulder just slightly.

“Yeah,” Max says, squaring her shoulders. Her voice trembles a little, but she’s too impressed with herself for speaking at all to be self-conscious about it. “Yes.”

“Oh good,” Rachel says after a beat and then kisses her. 

Honestly, Max thought this would be scarier. But the moment Rachel’s lips touch hers, all the nervousness coiled in her belly just…evaporates. It feels right; it feels comfortable and safe and _exciting_ still, yes, but mostly just…natural. Like this is what they should have been doing this whole time.

They pull apart, smiling, and Max’s cheeks are hot beneath Rachel’s hands. “Wowser.”

Rachel laughs, bright and beautiful, and kisses her again.

**Author's Note:**

> here's my [tumblr](http://explosionshark.tumblr.com) where you can find a lot of pictures of forests and sometimes more writing


End file.
